Sec Form 4 Filing - CD&R Associates VIII, Ltd. @ SiteOne Landscape Supply, Inc. - 2016-05-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CD&R Associates VIII, Ltd. 2. Issuer Name and Ticker or Trading Symbol SiteOne Landscape Supply, Inc. [ SITE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED, P.O. BOX 309, UGLAND HOUSE 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2016 (Street) GRAND CAYMAN, E9KY1-1104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/16/2016 C 25,303,164 A 25,303,164 I By affiliate ( 2 ) ( 3 ) Common Stock 05/17/2016 S 7,503,486 D $ 21 17,799,678 I By affiliate ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Cumulative Convertible Participating Preferred St ock ( 1 ) 05/16/2016 C 216,789.3315 ( 4 ) ( 4 ) Common Stock 25,303,164 ( 1 ) 0 I By affiliate ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CD&R Associates VIII, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R ASSOCIATES VIII, LP C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-110 X CD&R Investment Associates VIII, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Landscapes Holdings, L.P. C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE, S. CHURCH ST. GEORGE TOWN, GRAND CAYMAN, E9KY1-1104 X Signatures CD&R Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016 Signature of Reporting Person Date CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016 Signature of Reporting Person Date CD&R Investment Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016 Signature of Reporting Person Date CD&R Landscapes Holdings, L.P. By: CD&R Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In anticipation of the closing of the Issuer's initial public offering of Common Stock on May 17, 2016, CD&R Landscapes Holdings, L.P. ("CD&R Holdings") converted each of the 216,789.33155 shares of Cumulative Convertible Participating Preferred Stock ("Preferred Stock") of the Issuer held by it into shares of Common Stock at a conversion ratio of 116.717755, which included accrued but unpaid dividends through the conversion date (and is the conversion ratio determined in accordance with the terms of the Certificate of Designations, Preferences and Rights for the Preferred Stock (the "Certificate of Designations")), without payment or any consideration. Any fractional shares resulting from this conversion were cashed out at fair market value. ( 2 )CD&R Associates VIII, Ltd., as the general partner of CD&R Holdings, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Common Stock held by CD&R Holdings. ( 3 )Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock held by CD&R Holdings, except to the extent of its pecuniary interest therein. ( 4 )CD&R Holdings was eligible to convert its Preferred Stock at any time into shares of Common Stock at the conversion ratio specified in the Certificate of Designations. Upon certain change of control events, the Preferred Stock was mandatorily redeemable, for an amount equal to either (at the option of CD&R Holdings): (x) the same consideration as paid for shares of Common Stock on an as-converted basis or (y) its liquidation preference.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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